**Exhibit 10.4****FIRST AMENDMENT TO TERM LOAN AGREEMENT**     This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “First Amendment”) is made as of this 23rdday of August, 2005 by and among Hines REIT Properties, L.P., a Delaware limited partnership,having an address at c/o Hines Interests Limited Partnership, 2800 Post Oak Blvd., Suite 5000,Houston, Texas 77056, as borrower (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a nationalbanking association, with a principal place of business at 127 Public Square, Cleveland, Ohio 44114(“KeyBank”), in its capacity as administrative agent (“Administrative Agent”) for itself and theother lending institutions which may hereafter become parties to the Term Loan Agreement (ashereinafter defined), as amended by this First Amendment (each, a “Lender” and collectively the“Lenders”), and Lender, and solely with respect to paragraph 16 hereof, Hines Real EstateInvestment Trust, Inc., a Maryland corporation (“Guarantor”).     WHEREAS, Borrower, Administrative Agent and Lender, entered into that certain Term LoanAgreement dated as of June 28, 2005 (the “Term Loan Agreement”), relating to a certain $60,000,000loan made by Lender to Borrower (the “Loan”) evidenced by a promissory note issued by Borrower toLender on June 28, 2005 (the “Existing Note”); and     WHEREAS, Borrower has repaid a portion of the Loan and has now requested additional borrowingcapacity under the Term Loan Agreement in order to fund the acquisition of a certain real propertylocated at 3100 McKinnon Street in Dallas, Texas, commonly known as the Citymark Office Building(the “Dallas Acquisition”);     WHEREAS, Lender has agreed to increase the Maximum Loan Amount (as defined in the Term LoanAgreement) by $15,000,000 and permit the proceeds of borrowings under the Term Loan Agreement tofund the Dallas Acquisition, subject to the terms and conditions set forth herein; and     WHEREAS, concurrently with the execution and delivery of this First Amendment, Borrower shallissue to Lender a new promissory note in the stated principal amount of $75,000,000 and theExisting Note shall be cancelled.     NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree asfollows:          1. Capitalized terms used but not defined herein shall have the meanings ascribed to suchterms in the Term Loan Agreement.          2. Section 1.3 of the Term Loan Agreement is hereby deleted in its entirety and replaced withthe following:Borrower has applied to Administrative Agent for a loan of Seventy-Five MillionDollars ($75,000,000) (the “Facility”) the proceeds of which are to be used solelyfor the purposes of acquiring the California Property and the Dallas Property.
 

 
          3. The aggregate principal amount of the promissory notes of “Sixty Million Dollars($60,000,000)” set forth in Section 3.1(ii) is hereby deleted and replaced with “Seventy-FiveMillion Dollars ($75,000,000)”.          4. The following definition is hereby inserted in Exhibit A of the Term LoanAgreement:Dallas Property  means the 11-story office building located at 3100McKinnon Street in Dallas, Texas, commonly known as the Citymark Office Building.          5. The definition of “Maximum Loan Amount” in Exhibit A to the Term Loan Agreement ishereby deleted in its entirety and replaced with the following:Maximum Loan Amount means Seventy-Five Million Dollars ($75,000,000.00) asthe same may be reduced pursuant to the terms of this Agreement.          6. The definition of “Notes” in Exhibit A to the Term Loan Agreement is hereby deletedin its entirety and replaced with the following:Notes means the promissory notes payable to each of the Lenders in theaggregate principal amount of Seventy-Five Million and 00/100 Dollars($75,000,000.00), substantially in the form of Exhibit F attached hereto,with the term “Note” meaning any one of the Notes, as the same may be amended,restated, replaced, supplemented or otherwise modified from time to time.          7. The first sentence of Paragraph 2 (Term Loan Agreement) of the Form of PromissoryNote attached as Exhibit F to the Term Loan Agreement is hereby deleted in its entirety andreplaced with the following:This Note is issued pursuant to the terms, provisions and conditions of an agreementcaptioned “Term Loan Agreement” dated as of June 28, 2005, as amended by the FirstAmendment to Term Loan Agreement dated as of August 23, 2005 (as the same may beamended, the “Agreement”), in each case by and among Borrower, KeyBank NationalAssociation as Administrative Agent for itself and for such other financialinstitutions as may become parties to the Agreement (the Lender and such otherfinancial institutions are collectively referred to herein as the “Lenders”), andthe Lenders, and the Agreement evidences the Facility (as defined in the Agreement)and the Loans (as defined in the Agreement) made pursuant thereto.          8. Borrower hereby acknowledges and agrees that upon the consummation of the DallasAcquisition, each of the Subsidiaries named on Schedule I attached hereto shall constitutea Portfolio Investment Entity and the Portfolio Investments listed on such Schedule I shallconstitute part of the Collateral as such term is defined in the Pledge Agreement and the Term LoanAgreement.          9. Immediately following the consummation of the Dallas Acquisition, Borrower shall indirectlyown 100% of the Dallas Property.
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          10. Any and all references to the Term Loan Agreement in the Credit Documents shall be deemedto refer to the Term Loan Agreement as amended by this First Amendment and as may be furtheramended from time to time in accordance with the terms of the Term Loan Agreement.          11. Borrower shall pay to Administrative Agent on or before the date of this First Amendmentan increased commitment fee (“Additional Commitment Fee”) in an amount equal to fifty (50) basispoints on the increased Commitments ($75,000 for a $15,000,000 Commitment). The recognized amountof the Additional Commitment Fee to the Administrative Agent will be equal to the amount amortizedover a 3-year facility commencing on the date of this First Amendment and terminating on theMaturity Date (i.e., $6,250 for a 90-day term). Upon closing of the syndication of the RevolvingFinancing Facility that the parties contemplate will take out the Loans (including the additionalborrowings contemplated hereby), the remaining balance of the Additional Commitment Fee will beapplied to the fees to market associated with the syndication of the Revolving Financing Facility(including KeyBank National Association’s targeted final commitment of $27,500,000).          12. All of the terms and conditions of the Credit Documents (except as modified hereby) shallremain in full force and effect, and Borrower hereby confirms and ratifies all of therepresentations, warranties and covenants contained in the Term Loan Agreement and the other CreditDocuments in all respects as of the date hereof (except for those which are expressly relate to anearlier date).          13. Borrower represents and warrants to the best of its knowledge and belief that no event hasoccurred or failed to occur which constitutes, or solely with the passage of time or giving ofnotice (or both) would constitute, an Event of Default under the Term Loan Agreement or any otherCredit Document.          14. The Borrower represents, warrants and agrees that it has no claims, defenses,counterclaims or offsets against the Administrative Agent and the Lenders in connection with theLoan or any Credit Document, and to the extent that any such claim, defense, counterclaim or offsetmay exist on the date hereof, the Borrower hereby WAIVES and RELEASES the Administrative Agent andLenders from same.          15. This First Amendment shall take effect as a sealed instrument under the laws of TheCommonwealth of Massachusetts as of the date first above written.          16. Guarantor is executing this First Amendment for the sole purpose of acknowledging andagreeing that the Guaranty shall guarantee payment of the Borrower Obligations under the CreditDocuments as amended by this First Amendment.          17. This First Amendment may be executed in two or more counterparts each of which shall bedeemed an original, but all of which together shall constitute one and the same instrument.[*Signature Pages Follow*.]
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     IN WITNESS WHEREOF, this First Amendment has been executed and delivered as an instrumentunder seal as of the date first above written.           BORROWER:             HINES REIT PROPERTIES, L.P.,